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12-27-1994j/� OKEEC I 4, y 0 Z U fr tORtO P. December 27, 1994 Michael D. Minton DEAN, MEAD MINTON 1903 South 25th Street, Ste 200 Fort Pierce, Florida 34947 Re: Okeechobee Utility Authority /Operational Agreement Dear Mr. Minton: City of Okeechobee I've had the opportunity to review your proposed Operational Agreement. The basic agreement seems fine; however, there are a few sections that seem to be in conflict: In Section 8.3 of the Agreement, it states that the authority will not assume any liability for the City's actions in operating our system. But, in Section 4.7 it states that the City shall undertake to amend all existing environmental permits it holds to reflect the authority as a co permit holder. These sections are in conflict with one another. As a co- permit holder, the authority would be equally responsible for the City's actions including any penalties levied against the operation that the permit covers. Section 4.6 states that the authority will have final authority to resolve any disputes between the City and OBWA. Dotted in the agreement are also statements that the city must present and receive board input on various items. If the authority is not willing to accept any of the liability for the City's action in operating our system, then the City should not have to agree to a form of binding arbitration, and submit various items for board input. One of the functions of the Executive Director in the interim period of formalization is to keep the authority board informed of decisions by both the City and OBWA. This will mean that the executive director will have 55 S.E. Third Avenue Okeechobee, Florida 34974 -2932 813 763 -3372 Fax: 813 763 -1686 Michael D. Minton December 27, 1994 Page 2 to attend City Council meetings and OBWA board meetings to gather information and report back to the authority board. It is my intent to recommend to the City Council those changes in the Operational Agreement that gives both the City and OBWA the latitude to continue to operate their systems until the authority assumes full operational responsibility at closing. If you require any additional information, please let me know. P. 0. BOX 2757 FORT PIERCE, FLORIDA 34954 2757 John Drago, City Administrator City of Okeechobee 55 SE Third Avenue Okeechobee, FL 34974 Jack Coker 2201 SW 28th Street Villa 40 Okeechobee, FL 34974 Gentlemen: MDM /dj Enclosure c: \mdm \20121dj.45 IN ORLANDO DEAN, MEAD, EGERTON, BLOODWORTH, CAPOUANO 6 BOLARTH, P. A. (407) 641-1200 DEAN, MEAD MINTON ATTORNEYS ANO COUNSELORS AT LAW 1903 SOUTH 25TH STREET SUITE 200 FORT PIERCE, FLORIDA 34947 December 27, 1994 George Long, County Administrator Okeechobee Board of County Commissioners 304 NW 2nd Street, Room 106 Okeechobee, FL 34972 With best regards, I remain, Re: Okeechobee Utility Authority /Bylaws Enclosed are draft Bylaws which we have prepared for consideration by the Authority Board upon completion of the naming of the members of the Board. The Bylaws are designed to flush out in some detail the procedural requirements, rules and regulations associated with the activities of the Authority. We will be forwarding to you next week drafts of an initial Personnel Policy as we further refine our focus in the organization of the Okeechobee Utility Authority. If you have any questions, please feel free to contact me. We look forward to meeting with the Authority Board to review these various organizational items. Michael D. Minton DEAN MEAD (407) 464.7700 (407) 562.7700 FAX (407) 464.7877 IN 9REV4RO COIINTf DEAN, MEAD, SPIELVOGEL, GOLDMAN 6 BOYD (40 A33-2333 407) 269. 9900 407) 725" 6373 OKEECHOBEE UTILITY AUTHORITY BYLAWS, POLICIES PROCEDURES The Okeechobee Utility Authority adopts the following Bylaws in accordance with Section 3.2 of the Interlocal Agreement creating the Okeechobee Utility Authority "Interlocal Agreement Defined terms shall have the same meanings when used herein as when used in the Interlocal Agreement. I. MEMBERSHIP STRUCTURE AUTHORITY The Authority shall be governed by an Authority Board, which shall be comprised of five (5) members and such alternates as are described hereinbelow, each of which must be a resident of an area within the Service Areas of the Authority. Each member shall have one vote. The County shall appoint two (2) members of the Authority Board and one alternate, which alternate may attend all meetings of the Authority Board and shall have the authority to vote in the absence of either of the two (2) appointed members from the County, but not both at one time; provided, however, that at least one of the appointments by the County (either the member to the Authority Board or the alternate) must be a resident of the area currently within the Service Area of OBWA. The City shall appoint two (2) members of the Authority Board and one alternate, which alternate may attend all meetings of the Authority Board and shall have the authority to vote in the absence of either of the two (2) appointed members from the City, but not both at one time; provided, however, each member and the alternate appointed by the City shall be a resident of the City. The four (4) members of the Authority Board appointed by the County and the City shall then, by a simple majority vote, appoint a fifth member of the Authority Board and one alter- nate representative who may attend all meetings of the Authority Board and shall have the authority to vote in the absence of said fifth member; provided, however, for so long as the District encompasses a portion of Glades County, said fifth member and the alternate for that member, shall be a resident of that area within the District located in Glades County. In the event this fifth Authority Board member resigns, or is unable to continue to serve, only the four (4) members of the Authority Board appointed by the County and the City shall be authorized, by simple majority vote, to fill the balance of the term of that fifth Authority Board member. No member of the Authority Board may be an elected official or employee of the governing body by whom the Authority Board member is appointed. In the event an Authority Board member becomes an elected official or employee of the governing body by whom the member has been appointed, that member shall be required to immediately resign from the Authority Board. All five members of the Authority Board shall have an equal voice and vote on all matters relating to Authority business. All powers, privileges and duties vested in or imposed upon the Authority shall be exercised and performed by and through its Authority Board acting as a quorum; provided, however, that the exercise of any and all executive, administrative and ministerial powers may be delegated by the Authority Board to any of its officers, executive director, employees or agents. Any such delegation may be redelegated or withdrawn by the Authority Board. No member or alternate may authorize another person or persons to vote on their behalf by proxy. One Authority Board member appointed by the County and one Authority Board member appointed by the City shall serve an initial term of two (2) years in duration. In order to create staggered terms, the other Authority Board members shall serve initial terms of four (4) years in duration. Thereafter, all Authority Board members shall serve staggered terms of four (4) years in duration, or until such time as such Authority Board member's replacement has been appointed. In the event an Authority Board member resigns, or is unable to continue to serve, the balance of the term of that Authority Board member shall be filled in the same manner as prescribed above, as applicable. The alternate for that Authority Board member shall have the authority to vote until that Authority Board member has been replaced as prescribed above. The alternates appointed in accordance with the foregoing shall serve a term of two (2) years in duration, or until such time as such alternate's replacement has been appointed. In the event an alternate resigns, or is unable to continue to serve, the balance of the term of that alternate shall be filled in the same manner as provided above, as applicable. 2 II. AUTHORITY BOARD OFFICERS A. ELECTION OF OFFICERS The Authority Board shall elect one of its members as Chairman and one member as Vice Chairman. Election of officers shall be held at a regular meeting of the Authority Board in October of each year. B. CHAIRMAN The Chairman shall be elected for a term of one (1) year. If the Chairman ceases to be a member of the Authority Board or shall for any reason not serve as Chairman, a successor shall be elected for the unexpired portion of the term. The Chairman shall preside at all meetings of the Authority Board and shall have the general control over the acts of the business and the affairs of the Authority, subject to the directions of the Authority Board. The Chairman shall preserve strict order and decorum at all meetings of the Authority. C. VICE CHAIRMAN The Vice Chairman shall be elected for a term of one (1) year and shall assume all the duties of the Chairman in his or her absence. D. TERM OF OFFICERS Officers shall serve for a term of one (1) year. No officer shall be elected to the same office for more than two consecutive terms. III. EXECUTIVE DIRECTOR The Authority Board shall appoint an executive director for the Authority, and prescribe the executive director's duties and compensation. Among such duties, the executive director shall: a. Be responsible to the officers and the Authority Board for supervising and administering all work programs of the Authority; and b. Act as secretary to the Authority Board, and prepare minutes of each Authority Board meeting, in compliance with 3 Chapter 286, Florida Statutes, the Florida Government-in-the Sunshine Law; and c. Be responsible for the receipt, care, and disburse- ment of Authority funds, in accordance with fiscal policies and regulations adopted by the Authority Board; and d. Serve at the pleasure of the Authority Board. IV. REGULAR MEETINGS The Authority Board shall hold a regular meeting on the beginning at unless other- wise designated by majority vote of the Authority Board. Said ---4 regular meetings shall be held at Florida. The Chairman of the Authority Board may authorize other locations for said regular meetings when it is deemed necessary. V. SPECIAL OR EMERGENCY MEETINGS Special or emergency meetings of the Authority Board shall be held when called by the Chairman or by vote of four fifths of the members of the Authority Board. VI. PARLIAMENTARY PROCEDURE /AGENDA Meetings shall be conducted in accordance with ROBERTS RULES OF ORDER as may be amended by the Authority Board policy. No 3V)'S less than two (2) days prior to the Authority Board meeting date, an agenda shall be prepared and released by the Chair L man, or designee, for distribution to each Authority Board member and all parties on the standard Authority mailing list. The official agenda shall determine the order of busines conducted at the meeting. At every such meeting, time shall OMt7- be allotted for public discussion on matters within the scop of the jurisdiction of the Authority. VII. ATTENDANCE A. The Chairman, the Executive Director, and such other t,,t /T members of the staff as may be deemed necessary, shall attend the Authority Board meetings to assist, advise, and report to the Authority Board. 6a fl 4 B. Suitable seating arrangements will be provided for guests, visitors, and press. T) C. Authority Board members shall notify the Chairman if they will not be in attendance at any regular or special Authority Board meeting and indicate the authorized alternate member who will attend. D. Any member or alternate member of the Authority Board who is absent without cause for more than meetings of the Authority Board during any year shall be deemed to have abandoned his or her membership, and shall be replaced as provided under Article I above. VIII.NOTICES A. A notice of each regular meeting of the Authority Board ,0 7 shall be mailed to each member of the Authority Board at his or her address as it appears on the records of the Authority at least two (2) days prior to said meeting. B. A notice of any special or emergency meetings of the Authority Board shall state the date, time, and location of the meeting and the purpose of said meeting. Every effort shall be made to give as much advance notice of special or emergency Authority Board meetings as possible. C. In all instances, meeting notices shall be given in compliance with Section 286.011, Florida Statutes, as amended. IX. OUORUM Except as specifically provided in Section 4.4 of the Inter local Agreement, all decisions of the Authority Board shall require a four fifths majority vote of the entire Board membership. The votes of all members and alternates voting on any item shall be recorded by the Executive Director, acting as secretary, and reflected in the minutes of the meeting. X. COMMITTEES The Chairman, with the advice and consent of the Authority Board, may appoint such committees as may be deemed necessary to carry on the work of the Authority. Membership on such 5 committees need not be restricted to Authority Board members. The Chairman shall designate the chair for such committees. The Authority Board may terminate any such committee by resolution. XI. ANNUAL REPORT The Authority Board shall cause to be made at least once each year a comprehensive report of its activities, including all matters relating to rates, revenue, expenses of maintenance, repair and operation, renewals and capital replacements, principal and interest requirements, and an audited annual financial statement. Copies of such reports shall be forward- ed to the County and the City, and shall constitute a public record. XII. PER DIEM AND TRAVEL EXPENSES Authority Board members shall serve without compensation, but shall be reimbursed for per diem and travel expenses as provided in Section 112.061, Florida Statutes. XIII.MINUTES RECORDS All minutes of the meetings of the Authority Board and its records shall be properly filed at the Office in Florida, and shall be open for inspection to any member of the Authority Board and the general public. XIV. CONTRACT AND FORMAL DOCUMENTS Execution of Instruments All Authority resolutions and any instruments of sale, lease, et) release, or conveyance executed pursuant to the provisions of 5 dot) this Chapter shall be executed in the name of the Authority by the Chairman or the Vice- Chairman of the Board, acting on r„,/, behalf of the Authority Board. XV. CONFLICTS OF INTEREST No member shall participate in the discussion or vote upon any matter under consideration wherein he or she has a conflict of 6 XVI. FINANCIAL DISCLOSURE XVII.AMENDMENTS 1994. interest as defined in Chapter 112, Florida Statutes, as amended. Such a conflict of interest must be made known on the record or in writing. Each Authority Board member shall be required to file a full and public disclosure of financial interests, pursuant to the provisions of Chapter 112, Florida Statutes, as applicable. These procedures and policies may be changed or amended at any regular or special meeting by the Authority Board by four fifths majority vote of all members of the Authority Board. PASSED AND DULY ADOPTED this day of ATTEST: OKEECHOBEE UTILITY AUTHORITY By By Chairman c: \mdm \20121dj.byl APPROVED AS TO FORM: By Authority Attorney 7